Went back and forth between posting the lead up to the series start and just skipping ahead. Decided to post the lead up to show how Elita (and Optimus) get there, because while I could do flashbacks, it felt better to start like this.

That, and if I do this, I can work up some new plot lines for that episode, cause I'm a little stuck.

Edit: parts of the story and author's notes apparently weren't saved before I posted, sorry about that!

It's not the Fall

Elita took a deep breath as she walked to the ship that she had been assigned to, still trying to process the change in her life.

There were two options when one first reported to boot camp, the first that most hoped for was continuing on into the Elite Guard Academy.

The second was less ideal, what the higher ups called the General Army and the rest called the Elite Guard Rejects if they were being polite. General Army did repairs, maintenance and any job that was beneath the Elite Guard.

There are no such things as jobs beneath us, you two. Every job is crucial for the Elite Guard to function at peak efficiency. Optimus had once chided her and Sentinel when they had mocked the use of actual bots instead of drones for sanitation, at the time, she had teased him for sounding like one of the recruiters. Now though, after studying the requirements and hazards, Elita understood why they didn't use drones. It really helped that her datapad including that information had been annotated by a bot who apparently had gotten sick of what he labeled 'questions from idiotic youngsters with delusions of grandeur' and decided to answer them ahead of time. Lio Major had laughed when she asked about the annotations, and admitted that though tactless, they were indeed accurate.

According to the annotations, Drones couldn't improvise if a situation went out of control, and limited programming meant that they couldn't be updated enough to be able to learn to adapt. Therefore, Autobots, preferably ones that knew something of engineering (and those requirements had been more detailed than she had been expecting), were the best for the job.

Didn't change the opinion of just about all of her former academic peers, but Elita was going to try and not be one that would complain about this assignment. Especially since she was coming aboard as Elita Minor, when her rank could easily have been Private. Her time spent training at the academy had been counted toward her new rank in the general army, as had the time spent focusing on her specialization.

This was not the norm for those shifted from the Academy to General Army, because, as Lio Major explained, most of those had been shifted for failing classes, not being one of the top of their peer groups.

Elita suspected that the other reason they had granted her the officer rank of Minor was because someone had decided to grant her mercy, though why they would have bothered baffled her.

The ship was older than Elita was expecting, but obviously well maintained. Supplies were being loaded by two burly looking bots under the watchful eye of a mech that on first glance, resembled both Optimus and Lio Major, at least with the basic build type. He was bulkier, however, with spoilers emerging from his helm.

Taking a moment to steel herself, Elita stepped forward. "Convoy Prime?"

"Yes, soldier?" The mech turned to her, and possibly did a double take of her appearance.

"Elita Minor, I was told to report to you." Elita stood at her best 'attention stance' after passing over the datapad.

"At ease, soldier." Convoy studied the orders and brief background the datapad described to compare to the one he had already received and read. She was a couple breems early, but given the way she was absently gripping her left arm, that was out of nerves.

Convoy Prime had fought near the end of the war, one of the last batches of mechs sparked fully functional for war before the Allspark was lost. He'd seen his fair share of those traumatized by battle and sudden loss, this young one was holding herself together well enough.

"Elita Minor, your orders check out. Welcome aboard." Convoy handed the pad back. "We're a repair crew, mostly odd jobs and space bridges, you'll be replacing my second Mach Alert, who recently retired. Wild Ride and Speedbreaker are almost done loading up, so head on in and get checked over by our medic Ratchet, here's the location of your bunk and your access codes."

"Yes sir, Prime." Elita saluted and Convoy returned the salute before watching her enter the ship. He shook his head with a soft sigh. As nice as it would be to have young strength back on the ship, he rather wished it had been a mech or a bulkier built femme, Speedbreaker was going to hit on her, Wild Ride was going to try and show off, and Ratchet would make good on his long standing threats to dismantle the both of them as a result.

Convoy should have insisted on retiring before Mach Alert, he just knew it.

Ratchet was not happy with the Elite Guard, his crew, or Wheeljack, especially after that last call. In fact, if he didn't have his friend to look after, he'd be going to Magnus to read him the riot act after dismantling Wheeljack into multiple parts.

Copy mods were rare, and had been designed during the war for infiltration. They tended to have more drawbacks than benefits, and the amount of times they backfired on the bots using them (both sides) left Ratchet with the opinion they should have been banned. Wheeljack had explained that when he had been first assigned to look after the femme's mods, he had added multiple safeguards, for her safety. Only the safeguards backfired on the femme, and now she had permanent copies of another bot's mod. Ratchet didn't know anything else about the incident (the only part of the record he'd been given had been strictly medical, the rest was sealed) nor did he care to ask.

"Excuse me? Are you Ratchet?"

Speak of the devil. Ratchet scowled at her. "Who wants to know?" Her design was definitely more for infiltration than battle, he'd have to see about upgrading some of her armor.

"I'm Elita Minor, Convoy Prime told me to report to you." Elita held herself stiffly at attention.

"Academy bots, you lot get stiffer every passing orn. Let me get your baseline scans so I can program you into the system." Ratchet snorted, unimpressed with her stiffness and formality. The scans were quick, but he noticed when Elita absently gripped the area the copied mods were.

"Your arms bothering you?" He asked. Could be the copied mods getting rejected, which would mean calling Wheeljack. (Which he'd rather not do, ever, he hadn't forgiven him for sacrificing his morals to beat the cons.)

"Hm? Oh, no, just ..." Elita released her arms. "Nervous, I guess."

"Hmph, the two idiots give you any trouble, tell me or Convoy, otherwise you'll be fine." Ratchet moved to his computer terminal. Elita watched him, and after a moment he looked back at her. "You're done here, go settle in your room or tour the ship."

"Oh, alright." Elita left the medical bay a little unsure of what to make of the brusque medic, or her actual standing on the ship. I can do this, I won't let Optimus down. She found her bunk and began to set it up. Optimus had always strived to be the best he could be. He'd also had a love for history, so he would've loved this crew. Elita paused briefly to push the thought away, before picking up a package that Wheeljack had sent her. Inside was something she had requested, so she would never have to rely on her copy mod in a fight again.

Elita opened the package cautiously, and stared down at two slender Energon hatchets that would attach to her back. It was time to start the new chapter in her life, she wouldn't let Optimus down.

The pain was a constant. The types of pain alternated, burning, stabbing, shooting, even freezing and just plain aching made its way through whatever Tarantulas decided was the experiment of the cycle.

Optimus didn't even know how many cycles had passed, his vocalizer was only able to produce static now due to all the times he had ended up screaming until he'd shut down. He didn't even know if there were times he'd been conscious and didn't remember, though he supposed that it was entirely possible.

His facemask had apparently gotten fused shut, either by the corruption from the spider venom, or because Tarantulas thought it looked better. He got a steady supply of energon from an IV drip that had been jabbed into his neck, but he was pretty sure some cycles it was only enough to keep him from offlining completely.

Optimus tried every single counter-interrogation measure he could remember, but he couldn't speak to repeat his designation and serial number, and with the pain even thinking any sort of mantra quickly became impossible. The only method that worked for any time was a memory, or perhaps it would be more accurate to call it a fantasy, of Elita who assured him it would all be alright. It was all he could do to keep hold of the fantasy some cycles, which would then include Sentinel telling him not to wimp out.

"Ah, awake again." Tarantulas chuckled and touched the facemask. Optimus had much preferred it when he couldn't see the other's appearance clearly. The other mech greatly resembled the spiders that had attacked him and the others in robot mode, and it had been quite a shock when Tarantulas had transformed the first time. Between the two forms, it was rather like being in the pit with a pitspawn personally seeing to one's torture. "I rather like this covering, but with this and your vocalizer damaged, it does make it difficult to get any feedback from you, scans can only tell so much, of course."

Of course. I suppose you want to know what type of agony I'm in every cycle. Optimus narrowed his optics at him, earning a gentle pat where his cheek should be.

"Also, I think it's time I let you off this slab, but I do need to make sure you, ah, won't have any thoughts about turning on me. Fortunately, when you destroyed my ship, I did have backups already stored elsewhere," Tarantulas cackled again, "and while I can't use it for its original theorized application, I do believe it will suit our purpose well."

Optimus struggled as his helm was breached, all he could do was hiss static as something connected to his core processor. He quickly tried to flee to the fantasy, he didn't know what type of pain would follow, but he wanted as much protection as he could possibly have, even if it ended up doing nothing.

'Don't worry, it's going to be allright.' The fantasy Elita reassured, but whatever else she was going to say was drowned by cackling that he didn't hear with his audials.

No. No.

Yes, Yes, Autobot, now, let's get properly aquainted, afterall, you belong to me now. Tarantulas' hacking of his processor was brutal, every single memory laid bare as the decepticon gleefully snatched at any memory he tried to hide and encrypt. Oh-ho! An Elite guard in training, A baby prime! Tarantulas cackled, and Optimus snarled.

My Designation is Optimus, Tarantulas!

Ah, Yes, declare your existence, but you were onlined as Orion Pax, a simple dockworker that managed to impress a recruiter that was merely passing through. How cute. I rather like Orion over Optimus, but it won't do… you belong to me, it's better that you have a completely new designation. I shall have to consider it. Tarantulas plundered his memories some more, Ah, so, against your better judgement, you listened to these two … such a poor leader you turned out to be, if the femme hadn't been lucky in grabbing you, she would be dead and your other comrade injured … and you would've comeout without a scratch.

Shut up. Stop. Optimus begged, but Tarantulas turned gleeful.

Without a scratch, oh, you're not lacking in skill. Tarantulas turned to memories of the academy, of drills and studies, and began to cackle. Yes, Yes, perfect! An excellent baseline! Oh, you'll be perfect once I've finished you.

No. Stop. Don't. Optimus couldn't regain control of his own processor, and the terror was sickening.

Yes, my perfect warrior … Oh, don't be so upset, I can't reprogram you completely without potentially losing your natural skill, but with a few tweaks, my dear pet, you will be loyal to me.

Never. Optimus snarled, trying to fight back again.

I suppose I can live with just you being coerced, then. Tarantulas just cackled, and Optimus felt strangely off center with how easily Tarantulas let it go. Now, let's see, ah, yes, you think you've been tortured, well, I suppose that's half true already, but I've been repairing you, rebuilding you into something much stronger and a little more, organic. With that, Tarantulas suddenly stopped playing with him, and Optimus's already warped sense of time vanished under the onslaught.

When it was finally over, Optimus felt a small surge of satisfaction. He might not know what Tarantulas had done, but he knew he would not ever swear loyalty to this mech.

As I said before, I can live with you just being coerced. Pay attention now. Tarantulas cackled, and Optimus felt the wire finally be disconnected, Tarantulas quickly and effectively- but unfortunately not painlessly- repaired the damage. There you go, now, I know everything you will, you will never be able to surprise me.

Tarantulas was still in his processor, and Optimus felt sick. You pitspawn.

"Ah, yes, but as I said, you belong to me now." Tarantulas cackled.

You and all decepticons are my nemesis, and that of every living thing, you may have me trapped for now, but one day…

"Yes, Yes, you'll break free and kill me. Or I'll find a way to make you submit without losing your skill and smarts. Either way, you're mine now, so let's just focus on the present shall we?" The restraints were removed, and Optimus shoved himself up and attempted to lunge for the maniac- only for his processor to suddenly cause him pain as suddenly his body was forced to straighten. "Ah-Ah, temper. It's not much, but I can temporarily take you over … Ah! I know, I have the most deliciously ironic designation for you." Tarantulas cackled, and reached up to caress the facemask, and remove the energon drip that had somehow managed to stay in his neck during his attempted murder. Tarantulas suddenly shoved him back, causing Optimus's processor more pain. "My little Nemesis Prime." He mocked, and while Optimus struggled against the mental intrusion and pain, took a scapel and carved three horizontal lines through the autobot insignia on his left shoulder, a mockery of the Elite Guard symbol. Tarantulas cackled again, and Optimus shuttered his optics.

Optimus had been wrong before, this was only the beginning.

Okay, so here's the thing, in Beast Wars, Tarantulas controlled BlackArachnia with a mental link that pretty much let him mind-rape her anytime he wanted, and it took her a while before she could fight it off, and eventually she got him to break the link. That's now in play, because honestly, it's Optimus Prime, it's going to take a lot more than being abandoned by his friends on an alien planet to make him a decepticon. He's a decepticon right now only because Tarantulas has a back door into his processor, not because he wants to be.

Also, it's implied in the show that Elita-1's copy ability was partially responsible for her turning into a techno-organic spider, the other part being the spider venom. Optimus does not have the copy mod, so he won't be turning into a spider, and I again, can't imagine that without outside help, a regular bot would survive the spider venom.

Convoy- the Japanese alternate name for Optimus Prime, used that instead of 'God Fire' which was a weird name ... if you understood that reference, you get a cookie.

Why have I added this? Because the timeline for the show felt a little off to me, and it would've made more sense for there to have been time for Optimus (and Elita) to work themselves up to the positions we see in the start of the series- you really think Megatron would've had BlackArachnia on his command ship without her proving herself first?